SMITH & WESSON BRANDS, INC. — Director's Dealing 2015

Apr 30, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SMITH & WESSON HOLDING CORP (SWHC)
CIK: 0001092796
Period of Report: 2015-04-27

Reporting Person: BUCHANAN JEFFREY D (Exec. VP, CFO & Treasurer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-04-27	Common Stock	F	1813	$14.94	Disposed	98331	Direct
2015-04-29	Common Stock	A	26000	$0.00	Acquired	124331	Direct
2015-04-29	Common Stock	F	2095	$14.90	Disposed	122236	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-04-29	Performance Rights	$	A	60000	Acquired	2019-05-01	Common Stock (60000)	Direct

Footnotes

F1: Represents shares of common stock withheld by the Issuer to satisfy certain tax withholding obligations associated with the vesting of restricted stock units.

F2: Since the date of the reporting person's last ownership report, he transferred to his ex-wife pursuant to a domestic relations order (i) 6,988 shares of common stock acquired by the reporting person pursuant to the Issuer's employee stock purchase plan; (ii) 21,417 shares of common stock issued to the reporting person pursuant to vested restricted stock units and 3,371 shares of common stock issuable to the reporting person pursuant to unvested restricted stock units; (iii) 10,811 shares of common stock issued to the reporting person pursuant to vested performance rights and 23,900 shares of common stock issuable to the reporting person pursuant to unvested performance rights; and (iv) options to purchase an aggregate of 159,493 shares of common stock. The reporting person no longer reports as beneficially owned any securities owned by his ex-wife.

F3: Includes 1,549 shares acquired under the Issuer's Employee Stock Purchase Plan on March 31, 2015.

F4: One-quarter of the restricted stock units shall vest on each of the first, second, third, and fourth anniversaries of May 1, 2015. Shares, net of tax withholding, will be delivered on each anniversary of the applicable vesting date.

F5: Each performance right represents a contingent right to receive one share of the Issuer's common stock. The performance rights vest based on stock performance over a three-year performance period, and shares, net of tax withholding, will be delivered on the first anniversary of the vesting date. The number represents the maximum number of shares that may be delivered pursuant to the award.